Common use of ISSUERS MAY CONSOLIDATE, ETC Clause in Contracts

ISSUERS MAY CONSOLIDATE, ETC. Except as provided pursuant to Section 2.1 pursuant to a Board Resolution of the Company, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of any Issuer with or into any other Person (whether or not affiliated with such Issuer) or successive consolidations or mergers in which such Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of such Issuer or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with such Issuer or its successor or successors) authorized to acquire and operate the same; provided, however, such Issuer hereby covenants and agrees that, upon any such consolidation or merger (in each case, if such Issuer is not the survivor of such transaction), sale, conveyance, transfer or other disposition, (a) the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.1 to be kept or performed by such Issuer shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) executed and delivered to the Trustee by the entity formed by such consolidation, or into which such Issuer shall have been merged, or by the entity which shall have acquired such property and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of such Issuer, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of such Issuer deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.

ISSUERS MAY CONSOLIDATE, ETC. Except as provided pursuant to Section 2.1 pursuant to a Board Resolution of the Company, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of any Issuer with or into any other Person (whether or not affiliated with such Issuer) or successive consolidations or mergers in which such Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of such Issuer or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with such Issuer or its successor or successors) authorized to acquire and operate the same; same; provided, however, such Issuer hereby covenants and agrees that, upon any such consolidation or merger (in each case, if such Issuer is not the survivor of such transaction), sale, conveyance, transfer or other disposition, (a) the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.1 to be kept or performed by such Issuer shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect) executed and delivered to the Trustee by the entity formed by such consolidation, or into which such Issuer shall have been merged, or by the entity which shall have acquired such property and (b) in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock or other securities of such Issuer, such entity shall, by such supplemental indenture, make provision so that the Securityholders of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number of securities or property to which a holder of the number of shares of common stock or other securities of such Issuer deliverable upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior to such consolidation, merger, sale, conveyance, transfer or other disposition.